General Terms and Conditions of AP Dialog AG

GTC at a glance

1. scope of application

The General Terms and Conditions ("GTC") apply to all services of AP Dialog AG, Täfernstrasse 11, 5405 Baden, (hereinafter "AP Dialog"). By signing the contract the customer confirms to have taken note of the contents of the GTC, to understand and accept them. AP Dialog shall not be bound by any terms and conditions of business and delivery or any other documents of the buyer which replace or amend these GTC. These GTC form an integral part of all contracts concluded by AP Dialog with customers. In the event of contradictions, the contract shall take precedence over the GTC.

2. definitions

Routing Destination: Is the telephone number, email address or other communication channel provided to the Customer for the purpose of providing the AP Dialogue Services.

Prices: Are those fees and charges to be paid by the Client for the use of AP Dialog's services in accordance with the contract with the Client.

Facilities: Shall mean all fixed and mobile equipment handed over and/or installed by AP Dialog to the customer for the purpose of providing AP Dialog services. The facilities shall remain the exclusive property of AP Dialog unless otherwise agreed in writing.

3. commencement of contract; duration, termination

3.1 The contract between the customer and AP Dialog is concluded with the mutual signing of the contract.

3.2 Unless otherwise agreed, the contract shall last for an indefinite period. The contract may be terminated at any time by giving 30 days' written notice. Any written agreements to the contrary in the contract remain reserved.

3.3 If a certain minimum period has been agreed and the client terminates before its expiry, AP Dialog shall be released from the further provision of its services upon receipt of the termination notice. The client shall pay all fees and charges until the ordinary expiry of the contract.

3.4 The contract may be terminated without notice if, among other things, the customer becomes insolvent or is declared bankrupt.

4. services of the AP Dialog

4.1 AP Dialog provides services for its customers in Switzerland and abroad. The content and scope of the individual services result from the contract with the customer and from these GTC.

4.2 AP Dialog reserves the right to suspend services for maintenance and servicing. The customer will be informed in advance. Except in emergencies, maintenance work will generally take place at night.

4.3 AP Dialog undertakes to assign the customer a routing target via which the services of AP Dialog can be processed. The content and scope of the individual services are set out in the contract which, together with these GTC, forms the basis of the contractual relationship between the customer and AP Dialog.

5. responsibility of the clients

5.1 The customer is obliged to enable the provision of the services. Changes of address, changes of company, changes of access authorisations or other changes which are essential for the provision of AP Dialog services must be notified at least fourteen days in advance. In the event of prolonged absences of the customer, the customer undertakes to test the call forwarding with AP Dialog for proper functioning prior to his absence.
5.2 The customer shall inform AP Dialog of any faults as soon as possible and, if necessary, assist in rectifying them.

5.3 Subject to other written agreements with AP Dialog, the customer is not permitted to publish direct marketing campaigns and similar activities with mention of the diversion targets with AP Dialog in print media, in radio and TV advertising, on the Internet or in other electronic media.

6. prices

6.1 The prices to be paid for the AP Dialog services result from the contract. Unless otherwise agreed, the prices are exclusive of value added tax. Calls made or forwarded by AP Dialog, as well as data transmissions via e-mail, pager, SMS, chat, etc. shall be invoiced separately by AP Dialog insofar as they are not included in a flat rate agreed with the customer.

6.2 Any short-term technical malfunction or failure of the services shall not release the Client from payment of the invoices.

6.3 The costs of call forwarding are the responsibility of the customer and are to be paid directly to the relevant providers.

6.4 AP Dialog reserves the right to make price changes. Price changes shall be announced in good time so that the customer can terminate the contract within the notice period. In the absence of written notice within the notice period, the price changes shall be deemed to have been accepted by the customer.

7. terms of payment

7.1 Invoices must be paid within 10 days of the invoice date unless otherwise defined in the contract. After expiry of this period, the customer shall be in default without further reminder. Offsetting against the customer's claims is excluded. Any objections to an invoice must be made in writing within 8 days of receipt of the invoice. After the expiry of 8 days, the invoice shall be deemed to have been approved by the customer.

7.2 After the expiry date, default interest of 5 % p.a. will be charged.

7.3 AP Dialog reserves the right to charge reminder fees with each further payment request after the first payment reminder has been sent.

7.4 In the event of default in payment AP Dialog shall be entitled to suspend the contractual services until the customer has fulfilled his payment obligations. The costs for the blocking of the redirection destination and for the release after payment of the outstanding amounts as well as the further costs incurred by AP Dialog shall be borne by the customer. AP Dialog shall not assume any liability for any damages incurred by the customer due to the blocking.

8. data protection

8.1 The customer agrees that his personal data required for the provision of the services will be stored by AP Dialog for the duration of the contract.

8.2 The customer is aware that AP Dialog must receive, use, store and forward the transmitted content and data in order to provide the services. The customer agrees that this data will be stored by AP Dialog for a maximum of 3 months for the purpose of providing the service.

8.3 AP Dialog undertakes to comply with the data protection provisions of the Federal Data Protection Act (DSG). After termination of the contract AP Dialog shall delete all data of the customer, with the exception of those data which AP Dialog is obliged to retain by law.

9. secrecy

AP Dialog undertakes to maintain the confidentiality of all data received from the customer or from third parties for the attention of the customer and undertakes to comply with Art. 43 et seq. of the Telecommunications Act. Telecommunications Act to observe the secrecy of telecommunications.

10. property

10.1 AP Dialog is the sole owner of any equipment handed over to the client for the purpose of providing the services. In the event of seizure, opening of bankruptcy proceedings, attachment, etc., the customer undertakes to notify the debt collection and bankruptcy offices and third parties of AP Dialog's ownership and to inform AP Dialog immediately. The customer undertakes to inform the debt collection and bankruptcy offices as well as third parties of AP Dialog's ownership and to inform AP Dialog immediately.

10.2 In the event of theft, damage or loss of equipment, the customer shall compensate AP Dialog in full for the damage incurred.

10.3 The intellectual property rights to all information, documents, software and objects handed over to the customer by AP Dialog shall remain with AP Dialog. The customer undertakes to return the information, documents and objects received to AP Dialog immediately after termination of the contract and not to use them after termination.

10.4 The intellectual property rights to all information, documents, software and objects handed over to AP Dialog by the customer shall remain with the customer. AP Dialog undertakes to return the information, documents and objects received to the customer immediately after termination of the contract and not to use them after termination.

11. malfunctions; troubleshooting

11.1 The customer shall notify AP Dialog of any disruptions and interruptions which prevent the provision of the services immediately after becoming aware of them.

11.2 AP Dialog shall remedy the faults/interruptions as quickly as possible within the framework of the technical and personnel possibilities.

12. Warranty

12.1 AP Dialog cannot guarantee that the software used for the provision of the services will function and can be used uninterruptedly and without errors in all combinations requested by the customer, with any data, EDP systems, telecommunication devices and systems as well as programmes.

12.2 With regard to one-way means of communication such as SMS/pager/chat, it is only possible for AP Dialog to check whether a message was sent correctly, but not whether it was received or read. Any warranty in this respect is excluded by AP Dialog.

13. liability

AP Dialog shall only be liable in the event of proof of unlawful intent or gross negligence and only for direct damage. Any further claims for damages of the customer against AP Dialog, such as in particular, but not exclusively, from culpa in contrahendo, positive breach of contract, breach of contractual collateral duties, for consequential damages, from tort, from delay and from impossibility are excluded.

Liability by AP Dialog is also excluded in the following cases:

The customer is aware that the provision of services by AP Dialog may depend on the availability of the network as well as on external, in particular atmospheric, geographical or topographical influences, and that therefore temporary interruptions or restrictions in the availability of the services of AP Dialog may occur under certain circumstances. Interruptions are also possible for reasons of force majeure as well as for technical reasons.
In case of data loss and changes.
In the event of transmission errors (e.g. for data acquisition, listening, storage and transmission errors, as well as for faults in receiving equipment and in facilities).
In the event of receipt, use and forwarding of data with illegal or immoral content.
In the event of infringement of third party copyrights.

14. effects of the termination of the contract

Upon termination of the contract, the redirection target allocated to the customer shall be blocked. Any information, documents, software, equipment, etc. handed over to the customer shall be returned to AP Dialog by the customer without being requested to do so. Any equipment shall be removed at the customer's expense. With regard to customer data, clause 8.3 above shall apply.

15 Special provisions

15.1 AP Dialog reserves the right to change the diversion target at any time by giving one month's notice. In this case AP Dialog shall inform the customer of the new diversion target in due time.

15.2 The assignment of the customer's rights and obligations under the contract shall require the prior written consent of AP Dialog.

15.3 Should individual or several provisions of these GTC be ineffective or invalid, or should the GTC contain a loophole, the effectiveness or validity of the remaining provisions shall not be affected. An ineffective or invalid provision shall be replaced by an interpretation which comes closest to the economic meaning and the intended economic purpose of the ineffective or invalid provision. The same shall apply in the event of a loophole.

15.4 Swiss law shall apply to these GTC and to the contract with the client. The exclusive place of jurisdiction, waiving the customer's ordinary place of jurisdiction, shall be Baden. However, AP Dialog shall also have the right to take legal action against the customer at his place of residence or business or at any other competent court.

15.5 Amendments to these GTC shall be notified to the customer in writing and shall be deemed to have been delivered after three days from dispatch. The provisions on price changes pursuant to Clause 6.3 above remain reserved.